European Wax Center, Inc. (EWCZ)
May 8, 2026 - EWCZ was delisted (reason: taken private by General Atlantic)
5.82
0.00 (0.00%)
Inactive · Last trade price on May 7, 2026
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AGM 2026

May 7, 2026

Chris Morris
Chairman and CEO, European Wax Center

Good morning. Welcome to the European Wax Center, Inc. special meeting of stockholders. I hereby call the meeting to order. I'm Chris Morris, Chief Executive Officer and Chairman of the Board of Directors of the company. I will serve as chair and secretary of today's meeting. Also joining us today is Tom Kim, our Chief Financial Officer. While we have made this meeting generally accessible to the public, please be aware that only stockholders of record on April 1, 2026, or the duly appointed proxies who entered a valid control number to be admitted to the meeting will be able to ask questions and vote in today's meeting. You have access to a copy of the agenda and the rules of conduct for today's meeting on the web portal. We will follow them closely so that we conduct this meeting as efficiently as possible.

I will now provide background and explain our voting procedures. The notice of meeting was mailed by Broadridge Financial Solutions, or Broadridge, on April third, 2026 to all stockholders of record as of April first, 2026, and as a result, the meeting is being held pursuant to proper notice. An affidavit of Broadridge as to the following matters will be filed with the minutes of this meeting. The mailing on April third, 2026 of the notice of this special meeting, the company's definitive proxy statement dated April third, 2026, and a proxy for all holders of record of common stock of the company as of the record date.

A certified list of the holders of common stock of the company as of the close of business on April first, 2026, the record date for this meeting, which has been prepared by Computershare Trust Company, N.A., the company's transfer agent, will also be filed with the minutes of this meeting. Broadridge has been appointed as inspector of elections for the meeting. Broadridge has signed an oath to act as inspector of elections. This oath will be filed with the minutes of this meeting. Most stockholders have already voted by proxy. Your proxy votes have been tallied. Stockholders who executed proxies or voted online or by telephone do not need to vote again online through the web portal unless they wish to change their vote.

For those of you who have not yet voted or if you wish to change your vote, you may submit your vote on the web portal using the Vote Here button during the meeting and prior to the polls closing. I will now ask Broadridge, Inspector of Elections, to report on whether a quorum is present.

Operator

Thank you, Chris. Proxies representing 84.83% out of the 54,796,851 shares of the company's outstanding common stock eligible to vote have been received, and accordingly, a quorum is present, and the meeting is duly constituted and should proceed.

Chris Morris
Chairman and CEO, European Wax Center

Thank you. We will now ask that our stockholders consider the matter set forth in the proxy statement. I will review the matters to be voted upon today. This is a special meeting of the stockholders, business to be transacted at this meeting is limited to those items set forth in the notice of meeting. The first item of business to come before the meeting is the proposal referred to as the merger agreement proposal, is to approve and adopt the agreement and plan of merger dated as of February ninth, 2026 by and among Glow Midco, LLC, Glow Merger Sub one, Inc., Glow Merger Sub two, LLC, the company, and EWC Ventures, LLC, pursuant to which one Glow Merger Sub Inc.

will merge with and into the company, with the company surviving as the surviving corporation and a wholly owned subsidiary of Glow Midco, and two, Glow Merger Sub LLC will merge with and into EWC Ventures, with EWC Ventures surviving as the surviving limited liability company and a wholly owned subsidiary of Glow Midco and approve the transactions contemplated by the merger agreement, including the mergers. This proposal is discussed in the company's proxy statement, and the board, upon unanimous recommendation of the special committee, recommends that you vote for the merger agreement proposal. The one item of business to come before the meeting is to approve one or more proposals to adjourn the special meeting if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement proposal.

If there are any questions regarding the voting procedures or if any stockholder who entered the meeting with their control number wishes to comment on or raise any questions regarding the proposals being voted on today, please submit the questions by clicking the Q&A button followed by entering it in the text box on the web portal now. We do have one question submitted, and the question asked for an update on expected transaction closing timing. We reference you to the proxy statement that was filed that outlines the manner in which we will close the transaction. There being no further discussions of the proposals, we will now proceed with final voting. Please vote on the web portal if you have not already done so. You may vote by clicking on the Vote Here button on the web portal and following the instructions there.

Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. That completes the voting on proposals before the stockholders. The polls are now closed. I will now provide the preliminary voting results. Proposal number one is the merger agreement proposal. The approval of the merger agreement proposal requires, one, the affirmative vote of the holders of a majority of all the outstanding shares of company common stock entitled to vote on the merger agreement proposal, and two, the affirmative vote of a majority of the votes cast by the disinterested stockholders.

The merger agreement proposal has received the affirmative vote of the holders of a majority of all the outstanding shares of the company common stock entitled to vote, and also received the affirmative vote of a majority of the votes cast by the disinterested stockholders. Accordingly, the merger agreement proposal is approved. Proposal number two is to approve one or more proposals to adjourn the special meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement proposal. Because the merger agreement proposal was approved, the second proposal was rendered moot. A report with the final results of these votes will be filed with the minutes of the company.

In addition, we will report the final results, which will include any votes properly submitted at today's meeting within four business days in a filing with the SEC on Form 8-K. We have now completed the business of the meeting. Our stockholder meeting is adjourned. Ladies and gentlemen, thank you very much for your attendance and your continued interest and support of European Wax Center. Have a wonderful day.

Operator

Thank you for attending today's call. You may now disconnect. Goodbye.

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